In terms of all-time greatest animated films, the 1940 fantasy musical Pinocchio is near the top of the list. Representing the talents of the Disney artists and filmmakers at their peak.

While Disney’s first feature film Snow White and the Seven Dwarfs (1938) is more historically significant and a fantastic film in its own right, Pinocchio is more polished in my point of view, featuring an even more loveable cast of characters, a more emotional family-focused storyline, a sharper sense of humor, more resonant themes and an overall more adventurous spirit.

The story of the film is about a puppeteer who makes a wish for his puppet to be a real boy, thus causing the Blue Fairy to magically bring the puppet to life. But before the puppet can be human, he must prove himself worthy, and so a cricket named Jiminy serves as his conscience and attempts to guide him down the right path, but it proves harder than he expects as Pinocchio is constantly running into sleazy characters who get him into trouble.

Walt Disney first got the idea to make the film during the production of Snow White when animator Norm Ferguson brought a translated version of Carlo Collodi’s Italian children’s novel The Adventures of Pinocchio to Walt’s attention. Walt was so enthusiastic for the possibilities of a film adaptation of the novel that he intended for it to be his third film after Bambi. However it was moved ahead as the next feature after Snow White when they were having trouble nailing Bambi due to problems getting the story and realistic animal animation right.

Pinocchio proved more difficult to adapt than Snow White. In the original novel, Pinocchio was more rude and cold-hearted (even smashing Jiminy Cricket with a mallet the moment he meets him) and the Disney artists intended to keep his rambunctious personality but modernize it in the style of Edgar Bergen’s puppet Charlie McCarthy, but Walt Disney halted production after seeing animation tests when he realized that the film would not work if the lead character was not likable.

Animator Milt Kahl essentially saved the character (and the film) by focusing less on the puppet aspects of the character and drawing him with cuter and more human-like features. Walt liked Milt Kahl’s animation test and urged the writers to lean more into Pinocchio’s innocence and naive personality.

The role of Jiminy Cricket was expanded to narrator and comical sidekick in the Disney version of the story. In fact, Jiminy is essential to the entire film because his humorous commentary throughout the story helps offset both the cloying and darker elements of the film with a much-needed sense of fun, without which the movie would be too boring or depressing to enjoy given what the other characters go through. He is the first and most important of Disney sidekicks and the first of many Ward Kimball would supervise the animation of.

Pinocchio was basically a morality tale but it was also a groundbreaking film in terms of realistic effects animation (vehicles, ocean water, rain, bubbles, etc.) in addition to being thrilling, funny, well-written and having excellent music.

The soundtrack included the song that became Disney’s anthem “When You Wish Upon a Star” composed by Leigh Harline with lyrics by Ned Washington, as were Geppetto’s celebratory “Little Wooden Head,” Jiminy Cricket’s “Give a Little Whistle,” and the two best songs in the movie “Hi Diddle Dee Dee” and “I’ve Got No Strings.” All catchy tunes, and the score by Leigh Harline and Paul J. Smith won an Oscar in addition to “When You Wish Upon a Star,” the first Disney song and Disney score to do so.

The voice cast was also great. Dickie Jones was an excellent choice who brought an innocent charm to the character of Pinocchio. He had earlier roles in many films from the thirties including Hal Roach’s Our Gang shorts as a bit player starring alongside the Little Rascals and he had even worked in Mr. Smith Goes to Washington alongside Jimmy Stewart (perhaps Walt Disney saw Jones doing an impression of Donald Duck in the 1939 film Nancy Drew…Reporter).

The voice of Jiminy Cricket was Cliff Edwards aka Ukulele Ike, a jazzy singer and musician who had enjoyed popularity since the twenties and popularized songs like “California, Here I Come,” “Hard Hearted Hannah” and “Singin’ in the Rain.” He first proved he could act as an occasional supporting player for Warner Bros. and RKO and was even seen in His Girl Friday (1940) and heard in Gone with the Wind (1939) as an off-screen Confederate soldier. Although his singing was put to use in Pinocchio as well when Jiminy Cricket sang songs like “When You Wish Upon a Star.”

The voice of “Honest” John Worthington Foulfellow was the brilliant performer Walter Catlett who started out in Vaudeville and made a career out of playing blowhards. He started out acting on stage during the 1910s, including in operettas and Broadway musicals like The Ziegfield Follies of 1917, George and Ira Gershwin’s Lady Be Good and the original 1920 production of Sally featuring music by Jerome Kerm (“Ol’ Man River”). He acted in silent films, but his Hollywood career wouldn’t take off until audiences started hearing his voice in the talkies, most memorably in Mr. Deeds Goes to Town (1936), Bringing Up Baby (1938) and Yankee Doodle Dandy (1942), often contributing to the funniest scenes of the movies in which he appears, and that tradition continued in Pinocchio.

Also perfect in their roles are Christian Rub as puppeteer Geppetto, Evelyn Venable as the Blue Fairy, Charles Judels as both Stromboli the puppetmaster and the Coachman who takes Pinocchio to Pleasure Island, and Frankie Darro as troublemaker-turned-donkey Lampwick.

Two additional voice actors who you would have never guessed were in the movie unless it was pointed out to you are Mel Blanc and Thurl Ravenscroft. Looney Tunes and Woody Woodpecker voice actor Mel Blanc originally voiced dialogue for Foulfellow’s feline sidekick Gideon before the filmmakers decided to make him a pantomime character instead and relegated Blanc’s performance to a single hiccup, and Thurl Ravenscroft of How the Grinch Stole Christmas! and Tony the Tiger fame vocalized Monstro the whale.

The film was an artistic success with many publications calling it an unprecedented masterpiece, but thanks to World War II cutting off the overseas market, the film didn’t make its money back and was (unbelievably) a box office failure. It would not make its money back until future reissues, but it has always been popular with those who have seen it. Leonard Maltin said the film may be the apex of animated cartoons and it has been lauded by the American Film Institute, the National Film Registry, Time, IGN and is even one of the few films on Rotten Tomatoes that is 100% fresh.

To put it simply, it’s one of the best films ever made, but it is also one of my personal favorites films of all time. You would have to be made of wood to not find something to love about it. Either that or you’re lying.